THAILAND LAW AND PRACTICE Contributed by: Wongsakrit Khajangson, Panupan Udomsuvannakul, Koraphot Jirachocksubsin and Pitchaya Roongroajsataporn, Chandler Mori Hamad a
Approval Prior to the offering, the issuer must obtain approval from the Office of the SEC, submit registration state - ments, and draft prospectuses as indicated in the SEC’s notification. The offer for the sale of digital assets is permissible only after the SEC approves the registration statements and the draft prospectuses. The offer for sale must be made via the system provid - er, the ICO portal, that is approved by the SEC. From August 2025, digital asset exchanges, brokers and dealers may seek SEC approval to support tokenised environmental products (eg, carbon credits and renewable energy certificates), subject to enhanced Operators are subject to record-keeping standards and custody documentation requirements, includ - ing five-year retention (with the first two years readily accessible), as well as anti-fraud and mule-account controls developed with industry associations. 6.6 Rise of Peer-to-Peer Trading Platforms Currently, peer-to-peer energy trading platform initia - tives in the energy sector are on the rise, while the adoption of peer-to-peer trading platforms in other industries (including fintech) is still rather limited. This type of platform may not fall under the existing categories of businesses eligible for licences, and therefore the SEC may need to revise the regulations on digital assets to capture this type of platform. Any such revisions would likely align with ongoing efforts to harmonise offering exemptions and secondary- market eligibility for utility tokens. 6.7 Rules of Payment for Order Flow There are no specific payment rules for order flow applicable to digital asset operators. However, there is a general prohibition on the receipt of benefits in excess of those that should be received or rewarded screening and disclosures. 6.5 Order Handling Rules
are exempt from offering approval, provided they are not intended for listing. If listing is intended (Group 2 Utility Tokens), SEC offering approval and portal fil - ing are required, with exchanges, brokers and deal - ers restricted from servicing Group 1 tokens unless operated through a separate legal entity. In March 2025, the SEC expanded eligible cryptocurrencies for certain regulated transactions to include USDC and USDT, without changing the prohibition on digital asset payment use. 6.3 Impact of the Emergence of Cryptocurrency Exchanges Cryptocurrency exchanges are subject to a separate regime under the Digital Assets Decree. See 6.1 Per- missible Trading Platforms for more information. 6.4 Listing Standards The SEC prescribes the listing standards for an ICO in SEC Notification No GorJor 15/2561 Re: Offering of Digital Tokens to the Public. Requirements According to the listing standards, among other requirements, the applicant for an ICO must be a lim - ited or public limited company that is not insolvent. The applicant must show that the ICO portal has con - sidered that the ICO is in compliance with this notifica - tion. There are also requirements regarding the under - lying assets, such as whether the underlying assets of the digital tokens are real estate or infrastructure. There are certain requirements that the offeree must comply with, as well as limitations on the number of digital tokens that can be offered to general investors unless it involves the offering of real estate-backed, infra-backed or sustainability group digital tokens. The applicant must also prove to the Office of the SEC that the business models and smart contracts are enforce - able and that the applicant will not take advantage of the investors. Further 2024–2025 measures tight - ened governance/advertising standards (eg, check- and-balance mechanisms, token-holder meeting rules and stricter ad content standards) and clarified treat - ment of ready-to-use utility tokens and new business approvals for operators.
under normal commercial practices. 6.8 Market Integrity Principles
Under the Securities and Exchange Act B.E. 2535 (1992) (the “SEC Act”), various offences are listed, aimed at protecting market integrity and preventing market abuse, including:
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